Rogers family to meet with board and outside advisors to address company drama concerns.

The article discusses the ongoing turmoil at Rogers Communications Inc. due to the conflict between Edward Rogers, the chair of the company’s board of directors and its family control trust, and his mother Loretta, who holds a significant amount of voting power through the private Rogers family holding companies.

Key Points:

1. Role of the Family Control Trust: The family control trust was established by Ted Rogers to hold voting control of the company for the benefit of successive generations of the family.
2. Edward’s Roles: Edward Rogers holds multiple roles, including chair of both the family control trust and the board of directors, which has raised concerns about conflicts of interest and the ability of independent directors to exercise their duties.
3. Independence of Directors: Richard Leblanc, a professor of governance, law, and ethics at York University, emphasizes the importance of independent directors in companies with controlling shareholders, particularly when there is a risk of conflicts of interest.
4. Governance Best Practices: The article highlights that best practices in governance include a separation of roles, independence on boards of directors, and the ability to provide input/assistance on conflicts or conflicts of interest.

Conclusion:

The ongoing conflict at Rogers Communications Inc. raises questions about the role of the family control trust, Edward’s multiple roles, and the importance of independent directors in ensuring that the interests of all shareholders are represented. The meeting between the Rogers family and the board of directors with outside advisors aims to address these concerns and establish a more effective governance structure for the company.

Recommendations:

1. Establish Clear Roles: Clearly define the roles and responsibilities of each member of the family control trust, including Edward’s positions as chair.
2. Enhance Independence: Increase the independence of directors by adopting best practices in governance, such as separating roles and ensuring that independent directors have independence of mind from significant shareholders.
3. Regular Reviews: Conduct regular reviews of the company’s governance structure to ensure it remains effective and aligned with the interests of all shareholders.

By implementing these recommendations, Rogers Communications Inc. can strengthen its governance structure and reduce the risk of conflicts of interest, ultimately benefiting all shareholders.